DOMAIN MONETIZATION AGREEMENT

EXHIBIT 10.36

THIS AGREEMENT (the “Agreement”), made effective this 24 ^th day of June, 2009 (“Effective Date”) by and between NAME DRIVE, LLC, a limited liability company duly organized under the laws of State of Maryland, (hereinafter “NAME DRIVE”), and DOT VN, Inc., a corporation duly organized under the laws of the State of Delaware (hereinafter “DOT VN”) (referred to collectively as the “Parties”).

WHEREAS, NAME DRIVE provides domain parking services internationally;

WHEREAS, DOT VN desires to provide such services in Vietnam; and

WHEREAS, NAME DRIVE and DOT VN are both willing to work jointly to provide such services in Vietnam;

NOW, THEREFORE, in light of the mutual promises and covenants hereinafter set forth and for consideration the sufficiency and receipt of which is hereby acknowledged, the Parties agree to as follows:

Definitions:

Wild Carding – Specific advertising based on automated semantic rendering of type-in traffic.

Domain Parking – the pointing of a domain or domains to NAME DRIVE’S system where NAME DRIVE creates an automated webpage with pay per click advertising on said page.

Reseller – a party who acts in the shoes of NAME DRIVE for the purpose of promoting NAME DRIVE’S landing page services.

1.           The Parties will implement and operate monetization program for unregistered or expired domain names for the Vietnamese ccTLD (the “Domain Wild Carding Program”).

2.           NAME DRIVE shall provide technical support, including but not limited to hardware and software, and business development support in the creation and commercialization of the Domain Wild Carding Program, as well as such other support as may be required for the project from time to time.

3.           DOT VN shall provide governmental policy support, infrastructure and technological access in furtherance of the creation and commercialization of Domain Wild Carding Program, as well as such other support as may be required for the project from time to time.

1.           In consideration for their respective investment in the development of a Wild Carding Program, DOT VN and NAME DRIVE shall divide any revenue derived from the Domain Wild Carding Program as follows:

i)              DOT VN shall be entitled to [ CONFIDENTIAL TREATMENT REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT REQUESTED ] %) of all revenue derived from the Wild Carding Program; and

ii)             NAME DRIVE shall be entitled to [ CONFIDENTIAL TREATMENT REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT REQUESTED ] %) of all revenue derived from the Wild Carding Program.

2.           NAME DRIVE shall provide DOT VN with a web interface which provides all relevant information and statistics on a real-time basis related to the calculation of revenue.

3.           NAME DRIVE shall be responsible for the receipt, accounting and distribution of all monies received in connection with the Domain Wild Carding Program and shall provide DOT VN with reports and accounting information, in a format itemized by domain name, on a (i) bi-weekly; (ii) monthly; (iii) quarterly; (iv) six month; and (v) annual basis.  Further, DOT VN shall have the right to audit all records and reports upon three (3) days notice.  However, DOT VN understands that some material is confidential in accordance with Name Drive’s contract with Google and thus payments from Google, associated claw backs and NAME DRIVE back office access will not be provided in any audit except as it pertains to revenue generated under this contract.

4.            Distributions of all revenue, in accordance with Article I(B)(1), shall be made on a net 15 basis to DOT VN via wire transfer to DOT VN’s account.  DOT VN shall provide all wire information in writing within ten (10) business days of the signing of this agreement.

1.           DOT VN shall assist and promote NAME DRIVE’S parking platform as a reseller of NAME DRIVE’S services (the “Domain Parking Program”).  DOT VN shall provide any advertising using NAME DRIVE’S trademarks or logos (“The Marks”) at least five (5) business days prior to use and NAME DRIVE shall have the opportunity to ascent to the use of The Marks prior to use.  Nothing herein shall be deemed as an assignment of The Marks.  All other reseller terms as listed on NAME DRIVE’S terms and conditions website shall apply.

2.           NAME DRIVE shall provide technical support, including but not limited to hardware and software, and business development support in the creation and commercialization of the Domain Parking Program, as well as such other support as may be required for the project from time to time.

3.           DOT VN shall provide governmental policy support; infrastructure and technological access in furtherance of the creation and commercialization of Domain Parking Program; sales support, as well as such other support as may be required for the project from time to time.

1.           In consideration for their respective investment in the development of a Domain Parking Program, DOT VN and NAME DRIVE shall divide any revenue derived from the Domain Parking Program as follows:

iii)             DOT VN shall be entitled to [ CONFIDENTIAL TREATMENT REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT REQUESTED ] %) of all revenue derived from the Domain Parking Program; and

iv)             NAME DRIVE shall be entitled to [ CONFIDENTIAL TREATMENT REQUESTED ] percent ( [ CONFIDENTIAL TREATMENT REQUESTED ] %) of all revenue derived from the Domain Parking Program.

2.            NAME DRIVE shall provide DOT VN with a web interface which provides all relevant information and statistics on a real-time basis related to the calculation of revenue.

3.           NAME DRIVE shall be responsible for the receipt, accounting and distribution of all monies received in connection with the Domain Parking Program and shall provide DOT VN with reports and accounting information, in a format itemized by domain name, on a (i) bi-weekly; (ii) monthly; (iii) quarterly; (iv) six month; and (v) annual basis.  Further, DOT VN shall have the right to audit all records and reports upon three (3) days notice.  However, DOT VN understands that some material is confidential in accordance with Name Drive’s contract with Google and thus payments from Google, associated claw backs and NAME DRIVE back office access will not be provided in any audit except as it pertains to revenue generated under this contract.

1.             Organization .  NAME DRIVE is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Maryland, USA.

2.             Authority; Consents and Approvals; No Violations .  NAME DRIVE has the full corporate power and authority and legal right to execute and deliver this Agreement, and otherwise to perform its obligations hereunder.  This Agreement has been validly executed and delivered by NAME DRIVE and will constitute a valid and binding obligation of NAME DRIVE enforceable in accordance with its terms, except to the extent such enforceability may be limited by the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws  affecting creditors' rights generally, and by the effect of general principles of equitable law, regardless of whether such enforceability is considered in a proceeding in equity or at law.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any provision of NAME DRIVE's Certificate of Formation or Operating Agreement or violate, conflict with, result in a breach of or constitute (with or without due notice, lapse of time or both) a default under any agreement, license, contract, franchise, permit, indenture, lease, or other instrument to which NAME DRIVE is a party, or by which it or any of its assets are bound.

3.             Intellectual Property.  NAME DRIVE warrant and represent that the exercise of any rights by DOT VN in accordance with this Agreement will not infringe upon the any right of any third party.

i)               All intellectual property that NAME DRIVE uses and provides to DOT VN does not infringe any patent, trademark, trade name, copyright or title.

ii)               NAME DRIVE has taken all reasonable steps to secure such licenses and/or patents, trademarks, trade name or copyright related to the technology, software or processes associated with the operation of the Domain Wild Carding and Domain Parking Programs.

iii)               NAME DRIVE shall grant and assign to DOT VN the benefit of all warranties and representations made for NAME DRIVE’s benefit by any third party if DOT VN has a cause of action against such third party or requires such grant or assignment to defend itself against a lawsuit.

iv)               That there are no liens, encumbrances and/or obligations in connection with the technology or processes that Domain Wild Carding and Domain Parking Programs is based or any of the intellectual property of NAME DRIVE other than such liens, encumbrances and/or obligations specifically set forth herein or that will not have a materially adverse effect on the consummation of the transactions contemplated hereby.

4.             Vietnamese law.   NAME DRIVE sha ll, in connection with the Domain Wild Carding and Domain Parking Programs, comply with any and all restrictions required by applicable Vietnamese laws and regulations, as amended, including but not limited to content restrictions so long as DOT VN first notifies NAME DRIVE of such content restrictions.

1.             Organization .  DOT VN is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, USA.

2.             Authority; Consents and Approvals; No Violations .  DOT VN has the full corporate power and authority and legal right to execute and deliver this Agreement, and otherwise to perform its obligations hereunder.  This Agreement has been validly executed and delivered by DOT VN and will constitute a valid and binding obligation of DOT VN enforceable in accordance with its terms, except to the extent such enforceability may be limited by the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and by the effect of general principles of equitable law, regardless of whether such enforceability is considered in a proceeding in equity or at law.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any provision of DOT VN's Certificate of Incorporation or Bylaws or violate, conflict with, result in a breach of or constitute (with or without due notice, lapse of time or both) a default under any agreement, license, contract, franchise, permit, indenture, lease, or other instrument to which DOT VN is a party, or by which it or any of its assets are bound.

3.             DOT VN understands that Name Drive is not familiar with Vietnam law and that DOT VN is responsible for infor